SCHEDULE 14A
(RULE 14A-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES
EXCHANGE ACT OF 1934 (AMENDMENT NO. _____)
Filed by the registrant [X]
Filed by a party other than the registrant [ ]
CHECK THE APPROPRIATE BOX:
[ ] Preliminary proxy statement
[X] Definitive proxy statement
[ ] Definitive additional materials
[ ] Soliciting material pursuant to Rule 14a-11(c) or Rule 14a-12
CYBERSTAR COMPUTER CORPORATION
- --------------------------------------------------------------------------------
(Name of Registrant as Specified in Its Charter)
- --------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
PAYMENT OF FILING FEE (CHECK THE APPROPRIATE BOX):
[X] No fee required
[ ] $125 per Exchange Act Rules 0-11(c)(1)(ii), 14a-6(i)(1), 14a-6(i)(2) or
Item 22(a)(2) of Schedule 14A.
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
1) Title of each class of securities to which transaction applies:
---------------------------------------------------------------------------
2) Aggregate number of securities to which transaction applies:
---------------------------------------------------------------------------
3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (set forth the amount on which the
filing fee is calculated and state how it was determined):
---------------------------------------------------------------------------
4) Proposed maximum aggregate value of transaction:
---------------------------------------------------------------------------
5) Total fee paid:
---------------------------------------------------------------------------
[ ] Fee paid previously with preliminary materials
[ ] Check box if any part of the fee is offset as provided by Exchange Act Rule
0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number,
or the form or schedule and the date of filing.
1) Amount previously paid:
---------------------------------------------------------------------------
2) Form, Schedule or Registration Statement No.:
---------------------------------------------------------------------------
3) Filing Party:
---------------------------------------------------------------------------
4) Date Filed:
---------------------------------------------------------------------------
CYBERSTAR COMPUTER CORPORATION
6825 Shady Oak Road
Eden Prairie, Minnesota 55344
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
TO OUR SHAREHOLDERS:
The 2000 Annual Meeting of the shareholders of CyberStar Computer
Corporation, a Minnesota corporation (the "Company"), will be held at the
Hampton Inn, 7740 Flying Cloud Drive, Eden Prairie, Minnesota 55344 on August 8,
2000, at 3:00 p.m., Central Daylight Time, to consider and vote upon the
following matters:
1. Election of three directors.
2. Amendment to our Articles of Incorporation to amend and
restate the Articles of Incorporation in their entirety, and
to change the name of the corporation from CyberStar Computer
Corporation to eNetpc, Inc.
3. Such other business as may properly come before the meeting or
any adjournment or adjournments thereof.
We have fixed the close of business on July 6, 2000, as the record date
for the determination of shareholders entitled to notice of and to vote at the
Annual Meeting. Our transfer books will not be closed.
Whether or not you expect to be present personally at the Annual
Meeting, please complete, date, sign, and return the accompanying Proxy in the
enclosed, self-addressed envelope at your earliest convenience. This will ensure
your participation in the decisions to be made by the shareholders. We sincerely
hope that all shareholders who can attend the Annual Meeting will do so.
BY ORDER OF THE BOARD OF DIRECTORS
Richard A. Pomije
Secretary
July 12, 2000
CYBERSTAR COMPUTER CORPORATION
6825 Shady Oak Road
Eden Prairie, Minnesota 55344
PROXY STATEMENT
- --------------------------------------------------------------------------------
ANNUAL MEETING OF SHAREHOLDERS TO BE HELD AUGUST 8, 2000
- --------------------------------------------------------------------------------
SOLICITATION AND REVOCATION OF PROXIES
The accompanying Proxy is solicited by the Board of Directors of
CyberStar Computer Corporation (the "Company") in connection with the 2000
Annual Meeting of the Shareholders of the Company, to be held on August 8, 2000,
at 3:00 p.m. Minneapolis time, at the Hampton Inn, 7740 Flying Cloud Drive, Eden
Prairie, Minnesota 55344 and any adjournments thereof. This Proxy Statement is
first being mailed to shareholders on or about July 12, 2000.
You have the power to revoke your proxy at any time before the
convening of the Annual Meeting. Revocations of proxy will be honored if
received by us, at the Company, addressed to the attention of the Secretary, on
or before August 7, 2000. In addition, on the day of the meeting, prior to the
convening thereof, revocations may be delivered to the tellers who will be
seated at the door of the meeting room.
Unless revoked, all properly executed Proxies will be voted as
specified. Proxies that are signed but that lack any specification will, subject
to the following, be voted FOR all nominees for director as listed herein and
FOR each other proposal described in this Proxy Statement. If any other matters
properly come before the Annual Meeting, or if any of the persons named to serve
as directors should decline or be unable to serve, the person named in the Proxy
will vote in accordance with his discretion.
If you abstain from voting as to any matter, your shares shall be
deemed present at the meeting for purposes of determining a quorum and for
purposes of calculating the vote with respect to such matter, but shall not be
deemed to have been voted in favor of such matter. Abstentions, therefore, as to
any proposal will have the same effect as votes against such proposal. If a
broker turns in a "non-vote" Proxy, indicating a lack of voting instruction by
the beneficial holder of the shares and a lack of discretionary authority on the
part of the broker to vote on a particular matter, then the shares covered by
such non-vote Proxy shall be deemed present at the meeting for purposes of
determining a quorum but shall not be deemed to be represented at the meeting
for purposes of calculating the vote required for approval of such matter.
We will pay all expenses in connection with the solicitation of
proxies. Proxies are being solicited primarily by mail, but officers, directors,
and other employees of the Company may also
solicit proxies by telephone, telegraph, or personal calls. No extra
compensation will be paid by us for such solicitation. We may reimburse brokers,
banks, and other nominees holding shares for others for the cost of forwarding
proxy materials to, and obtaining proxies from, their principals.
VOTING RIGHTS
Only shareholders of record at the close of business on July 6, 2000,
are entitled to notice of and to vote at the meeting or any adjournment thereof.
As of that date, we had issued and outstanding 4,342,671 shares of common stock.
Each shareholder of record is entitled to one vote for each share registered in
the shareholder's name as of the record date. The Articles of Incorporation of
the Company do not grant the shareholders the right to vote cumulatively for the
election of directors. No shareholder will have appraisal rights or similar
dissenter's rights as a result of any matters expected to be voted on at the
meeting.
The presence in person or by proxy of holders of a majority of the
shares of Common Stock entitled to vote at the Annual Meeting will constitute a
quorum for the transaction of business.
OWNERSHIP OF COMMON STOCK
The following table shows as of July 6, 2000, the stock ownership of
(i) all persons known by us to be beneficial owners of more than five percent of
our outstanding shares of Common Stock, (ii) each director, (iii) the Named
Executive Officer (as defined below under the caption "Executive Compensation"),
(iv) Jonathan J. Bumba (who was elected President and Chief Executive Officer on
July 5, 2000), (v) each nominee for election as a director, and (vi) all current
directors and executive officers as a group:
NAME AND ADDRESS OF NUMBER OF SHARES PERCENT OF
BENEFICIAL OWNER(1) BENEFICIALLY OWNED OUTSTANDING SHARES
------------------- ------------------ ------------------
Richard A. Pomije
6825 Shady Oak Road
Eden Prairie, MN 55344 3,112,386 71.7%
James T. Greenfield 100,000(2) 2.3%
Ed Havlik 5,000 *
Jonathan J. Bumba 2,669 *
All directors and executive officers
as a group (4 persons) 3,220,055(2) 74.1%
- ----------
* Less than 1%.
(1) The securities "beneficially owned" by a person are determined in
accordance with the definition of "beneficial ownership" set forth in the
regulations of the Securities and Exchange Commission and, accordingly,
may include securities owned by or for, among others, the spouse,
children or certain other
2
relatives of such person as well as other securities as to which the
person has or shares voting or investment power or has the right to
acquire within 60 days.
(2) Includes 100,000 shares of Common Stock purchasable pursuant to the
exercise of a currently exercisable option.
PROPOSAL NO. 1
ELECTION OF DIRECTORS
Our Board of Directors has nominated the individuals listed below for
election as directors, each to serve until the next annual meeting of the
shareholders and until his successor is elected and qualified or until his
earlier resignation or removal.
Unless instructed not to vote for the election of directors or not to
vote for any specific nominee, we will vote your proxy to elect the listed
nominees. If any of the nominees are not candidates for election at the meeting,
which is not currently anticipated, we will vote for such other persons we may
determine, in our discretion.
The following information is provided with respect to the nominees for
directors:
NAME AGE DIRECTOR SINCE
---- --- --------------
Richard A. Pomije 45 1996
James T. Greenfield 57 1997
Ed Havlik 46 1998
RICHARD A. POMIJE has been with CyberStar since 1982 and has served as
President, CEO, Secretary, Treasurer, and a director since 1996. He had
previously served in such positions from 1983 through 1992.
JAMES T. GREENFIELD has been a director since December 1997. Mr.
Greenfield had previously served as Secretary and Treasurer of CyberStar from
1992 to 1996. From 1982 through the present, Mr. Greenfield has served as the
President of Stone Fabrics, Inc., a wholesaler of fabrics. Mr. Greenfield is the
brother-in-law of Mr. Pomije.
ED HAVLIK has been a director since February 1998. Since 1990, Mr.
Havlik has served as National Sales Manager for Panasonic Multimedia Division.
BOARD MEETINGS AND COMMITTEES. The Board of Directors did not hold any
meetings during the year, but did conduct business by written action several
times. The Board of Directors does not have any standing committees.
COMPENSATION OF DIRECTORS. To date, we have not paid any cash
compensation to our directors for their services as directors. This policy could
change if we become profitable.
3
In July 1999, we issued 5,000 shares of our Common Stock to Ed Havlik
as partial consideration for his service on the Board. Such shares were valued
at $12,500 as of the date of issuance.
EXECUTIVE COMPENSATION
SUMMARY COMPENSATION TABLE. The following table sets forth certain
information regarding compensation paid during each of our last three fiscal
years to our chief executive officer, who is the only executive officer whose
total annual compensation in fiscal 2000 (based on salary and bonus) exceeded
$100,000 (the "Named Executive Officer").
ANNUAL COMPENSATION
-------------------
NAME AND FISCAL OTHER ANNUAL
PRINCIPAL POSITIONS YEAR SALARY COMPENSATION(1)
- ------------------- ---- ------ ---------------
Richard A. Pomije 2000 $102,655 $18,757
President and Chief 1999 69,615 15,094
Executive Officer 1998 112,692 19,451
(1) Automobile expenses.
STOCK OPTIONS. No options were granted to or exercised by the Named
Executive Officer in fiscal 2000, and he held no options at the close of fiscal
2000.
SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
Section 16 of the Securities Exchange Act of 1934, as amended, and the
rules promulgated thereunder require the Company's officers, directors, and
holders of 10% or more of its outstanding common stock to file certain reports
with the Securities and Exchange Commission. To the Company's best knowledge,
based solely on information provided by the reporting individuals, all of the
reports required to be filed by these individuals were filed.
4
PROPOSAL NO. 2
AMENDMENT OF ARTICLES OF INCORPORATION
On June 7, 2000, the Board of Directors adopted a resolution amending
and restating our Articles of Incorporation, subject to shareholder approval.
A principal reason, but not the only reason, for adoption of the
Amended and Restated Articles of Incorporation is to change our name from
CyberStar Computer Corporation to eNetpc, Inc. The name, eNetpc, Inc., better
identifies the current focus of our business, which is business-to-business
e-commerce, as a supplier of made-to-order personal computers. Our Internet
websites, buildtoorder.com and eNetpc.com, allow our customers to use the
Internet to streamline their ordering process. It is our belief that building
strong name recognition around the eNetpc, Inc., name will better position us
for future growth.
In addition to changing the name, the Amended and Restated Articles of
Incorporation also incorporate into one document the amendments made since we
were incorporated in 1987. Except for the name change, no substantive changes
are being made to the Articles of Incorporation, as amended.
The proposed Amended and Restated Articles of Incorporation are
included with this Proxy Statement as Annex A. They will become effective upon
approval by the shareholders and filing with the Minnesota Secretary of State.
VOTE NECESSARY TO APPROVE PROPOSAL. The affirmative vote of the holders
of a majority of the outstanding shares of Common Stock entitled to vote at the
meeting is necessary for approval of Proposal 2. Therefore, abstentions and
broker non-votes effectively count as votes against the proposal.
THE BOARD OF DIRECTORS RECOMMENDS THAT YOU VOTE FOR THE PROPOSED
RESTATEMENT AND AMENDMENT OF THE COMPANY'S ARTICLES OF INCORPORATION.
MISCELLANEOUS
We are not aware that any matter other than those described in the
Notice of Meeting will be presented for action at the Meeting. If, however,
other matters do properly come before the Meeting, it is the intention of Mr.
Pomije (the person named as proxy) to vote the proxied shares in accordance with
his best judgment on such matters.
RELATIONSHIP WITH INDEPENDENT AUDITORS
Ernst & Young LLP, independent auditors, audited the financial
statements of the Company for the fiscal year ended February 29, 2000. The
Company anticipates that Ernst & Young LLP will be retained as the Company's
independent auditors for fiscal 2001.
5
Representatives of Ernst & Young LLP are expected to be present at the Annual
Meeting and will have the opportunity to make a statement, if they desire to do
so, and would be available to respond to appropriate questions.
SHAREHOLDER PROPOSALS FOR 2001 ANNUAL MEETING
The Company's 2001 Annual Meeting of Shareholders is expected to be
held on or about July 17, 2001, and proxy materials in connection with that
meeting are expected to be mailed on or about June 15, 2001. In order to be
included in the Company's proxy materials for the 2001 Annual Meeting,
shareholder proposals prepared in accordance with the proxy rules must be
received by the Company on or before March 15, 2001.
Additionally, if the Company receives notice of a shareholder proposal
after May 29, 2001 it will be considered untimely pursuant to SEC Rule 14a-4 and
14a-5(e) and the persons named in the proxies solicited by the Board of
Directors for the 2001 Annual Meeting may exercise discretionary voting power
with respect to the proposal.
ADDITIONAL INFORMATION
A copy of the Company's Report to Shareholders for the fiscal year
ended February 29, 2000 accompanies this Notice of Annual Meeting and Proxy
Statement.
You may request a copy of our annual report on Form 10-KSB, without
charge, excluding all exhibits, except that if we have incorporated an exhibit
in this proxy statement, the exhibit will also be provided without charge. You
may obtain our Form 10-KSB by requesting it in writing or by telephone from us
at the following address:
Office of the Secretary
CyberStar Computer Corporation
6825 Shady Oak Road
Eden Prairie, MN 55344
Telephone: (952) 943-1598
By Order of the Board of Directors
Richard A. Pomije
Secretary
July 12, 2000
6
ANNEX A
ARTICLE I. NAME AND REGISTERED OFFICE
1.01 Name. The name of this Corporation is eNetpc, Inc.
1.02 Registered Office. The location and post office address of the
registered office of this Corporation in the State of Minnesota is 6825 Shady
Oak Road, Eden Prairie, Minnesota 55344.
ARTICLE II. SHARES AND SHAREHOLDERS
2.01 Number of Shares. The aggregate number of shares of capital stock
which this Corporation shall have the authority to issue is 20,000,000 shares,
each with $.01 par value. Such shares shall consist of one class and series of
voting common stock with equal rights and preferences in all matters unless and
until separate classes and/or series are authorized by the Board of Directors
pursuant to Section 2.02 of these Articles of Incorporation.
2.02 Classes of Shares. The Board of Directors may, from time to time,
establish by resolution different classes or series of shares and may fix the
rights and preferences of said shares in any class or series.
2.03 Issuance of Shares. The Board of Directors shall have the
authority to issue shares of a class or series to holders of shares of another
class or series to effectuate share dividends, splits, or conversion of its
outstanding shares.
2.04 Preemptive Rights. No shareholder of the Corporation shall have
any preemptive rights to subscribe for or purchase his, her or its proportionate
share of any stock of the Corporation, now or hereafter authorized or issued.
2.05 Cumulative Voting. No shareholder of the Corporation shall have
the right to cumulate his, her or its votes in the election of directors or for
any other purpose whatsoever.
ARTICLE III. WRITTEN ACTION
Any action, other than an action requiring shareholder approval,
required or permitted to be taken at a meeting of the Board of Directors of this
Corporation may be taken by written action signed by the number of directors
required to take the same action at a meeting of the Board of Directors at which
all directors were present. Any action requiring shareholder approval required
or permitted to be taken at a meeting of the Board of Directors of this
Corporation may be taken by written action signed by all of the directors.
ARTICLE IV. LIMITATION ON DIRECTORS LIABILITY
A director of the Corporation shall not be personally liable to the
Corporation or its shareholders for monetary damages for breach of fiduciary
duty as a director, except for (i) liability based on a breach of the duty of
loyalty to the Corporation or its shareholders; (ii) liability for acts or
omissions not in good faith or that involve intentional misconduct or a knowing
violation of law; (iii) liability based on the payment of an improper dividend
or an improper repurchase of the Corporation's stock under Section 559 of the
Minnesota Business Corporation Act (Minnesota Statutes, Chapter 302A) or on
violations of Minnesota state securities laws (Minnesota Statutes, Section
80A.23); (iv) liability for any transaction from which the director derived an
improper personal benefit; or (v) liability for any act or omission occurring
prior to the date this Article IV becomes effective. If Chapter 302A, the
Minnesota Business Corporation Act, hereafter is amended to authorize the
further elimination or limitation of the liability of directors, then the
liability of a director of the Corporation, in addition to the limitation on
personal liability provided herein, shall be limited to the fullest extent
permitted by the amended Chapter 302A, the Minnesota Business Corporation Act.
Any repeal or modification of this Article by the shareholders of the
Corporation shall be prospective only, and shall not adversely affect any
limitation on the personal liability of a director of the Corporation existing
at the time of such repeal or modification. The provisions of this Article IV
shall not be deemed to limit or preclude indemnification of a director by this
Corporation for any liability of a director which has not been eliminated by the
provisions of this Article IV.
ARTICLE V.
AMENDMENT OF ARTICLES OF INCORPORATION
Any amendment of these Articles of Incorporation may be adopted by the
affirmative vote of the holders of record of a majority of the total number of
issued and outstanding shares of each class and series of voting stock of the
Corporation, except where a larger proportion is required by law or a
shareholder control agreement.
2
ARTICLE VI. AMENDMENT OF BYLAWS
The Board of Directors shall be vested with the power to make, alter,
amend or rescind all or any of the Bylaws of this corporation, subject to the
power of the shareholders to change or repeal such Bylaws; provided the Board of
Directors shall not make or alter any Bylaw fixing their number, qualifications,
classifications, or term of office.
3
CYBERSTAR COMPUTER CORPORATION
PROXY
ANNUAL MEETING OF SHAREHOLDERS - AUGUST 8, 2000
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
The undersigned hereby appoints Richard A. Pomije, proxy, with full power of
substitution, to vote all shares of Common Stock of CyberStar Computer
Corporation (the "Company") which the undersigned is entitled to vote at the
2000 Annual Meeting of Shareholders to be held at the Hampton Inn, 7740 Flying
Cloud Drive, Eden Prairie, Minnesota 55344, August 8, 2000, at 3:00 p.m.,
Central Daylight Time, and at any adjournment thereof, as directed below with
respect to the proposals set forth below, all as more fully described in the
Proxy Statement, and upon any other matter that may properly come before the
meeting or any adjournment thereof.
1. ELECTION OF DIRECTORS:
FOR all nominees listed WITHHOLD AUTHORITY to vote for
below (except as marked to all nominees listed below |_|
the contrary below) |_|
Richard A. Pomije, James T. Greenfield, Ed Havlik
(INSTRUCTION: TO WITHHOLD AUTHORITY FOR ANY INDIVIDUAL NOMINEE, WRITE THAT
NOMINEE'S NAME IN THE SPACE PROVIDED BELOW.)
------------------------------------------------------------------
2. AMEND AND RESTATE THE ARTICLES OF INCORPORATION TO RENAME THE
CORPORATION FROM CYBERSTAR COMPUTER CORPORATION TO ENETPC, INC.:
|_| FOR |_| AGAINST |_| ABSTAIN
3. Upon such other matters as may properly come before the meeting.
The power to vote granted by this Proxy may be exercised by Richard A. Pomije,
or his substitute, who is present and acting at said Annual Meeting or any
adjournment of said Annual Meeting. The undersigned hereby revokes any and all
prior proxies given by the undersigned to vote at this Annual Meeting.
THIS PROXY WILL BE VOTED IN ACCORDANCE WITH THE SHAREHOLDER'S INSTRUCTIONS. IF
THE SHAREHOLDER EXECUTES THIS PROXY BUT DOES NOT PROVIDE INSTRUCTIONS, THIS
PROXY WILL BE VOTED FOR THE ELECTION OF THE PROPOSED DIRECTORS AND FOR THE
AMENDMENT AND RESTATEMENT OF THE COMPANY'S ARTICLES OF INCORPORATION.
It is urgent that each shareholder complete, date, sign, and mail this Proxy as
soon as possible. Your vote is important!
Dated and Signed ________________, 2000
---------------------------------------
Signature of Shareholder(s)
---------------------------------------
Signature of Shareholder(s)
Please sign as your name(s) appears above. When signing as attorney,
executor, administrator, trustee, guardian, authorized officer of a
corporation, or partner of a partnership, please provide the name of the
entity on whose behalf you are signing and your title.
PLEASE DO NOT FORGET TO DATE THIS PROXY.
2